RBI LP Amends SEC Filing for Carrols Restaurant Group

TL;DR

RBI LP updated its SEC filing on Carrols. Watch for ownership changes.

AI Summary

Restaurant Brands International Limited Partnership filed an amendment (SC 13D/A) on May 16, 2024, related to Carrols Restaurant Group, Inc. This filing indicates a change in beneficial ownership, though specific dollar amounts or new ownership percentages are not detailed in this excerpt. The filing is an amendment to a previous filing, suggesting ongoing activity or adjustments to holdings.

Why It Matters

This amendment signals potential shifts in control or significant investment activity concerning Carrols Restaurant Group, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to stock price volatility.

Key Players & Entities

• Restaurant Brands International Limited Partnership (company) — Filer
• Carrols Restaurant Group, Inc. (company) — Subject Company
• Restaurant Brands International Inc. (company) — Group Member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 1457
• $5,162 million — the existing term loan B facility with $5,162 million outstanding to a $5,912 million term lo
• $5,912 million — ty with $5,162 million outstanding to a $5,912 million term loan B facility (the “ Term

Filing Documents

• eh240482561_13da5-tast.htm (SC 13D/A) — 77KB
• 0000950142-24-001365.txt ( ) — 79KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended by the

Item 2 of the Schedule 13D is hereby amended by the following information. Set forth on Annex A to this Schedule 13D, and incorporated herein by reference, is a list of the respective executive officers, directors, control persons or general partner, as applicable, of the respective Reporting Persons that contains the following information with respect to each such person, as applicable: (a) name, (b) business address, (c) present principal occupation or employment (including the name and the principal business address, if other than the applicable Reporting Person, of any corporation or other organization in which such employment is conducted), and (d) citizenship. During the last five years, neither of the Reporting Persons nor, to the best of their knowledge, any of their respective executive officers, directors, control persons or general partner, as applicable, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Sources and Amount of Funds or Other Consideration

Item 3. Sources and Amount of Funds or Other Consideration.

of the

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On May 16, 2024, 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the “ Parent Borrower ”), and New Red Finance, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Parent Borrower (the “ Subsidiary Borrower ” and, together with the Parent Borrower, the “ Borrowers ”) and the Partnership, entered into Incremental Facility Amendment No. 6 and Amendment No. 9 (the “ 2024 Amendment ”) to the Credit Agreement, dated as of October 27, 2014, as previously CUSIP No. 14574X104 SCHEDULE 13D/A Page 5 of 9 amended (as amended, the “ Credit Agreement ”), by and among the Borrowers, the Partnership, the guarantors party thereto, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent. The 2024 Amendment increases the existing term loan B facility with $5,162 million outstanding to a $5,912 million term loan B facility (the “ Term Loan B Facility ”) on the same terms as the existing term loan B facility. The security and guarantees under the amended Credit Agreement will be the same as those under the existing facilities. The proceeds from the increase in the Term Loan B Facility were used along with cash on hand to complete the previously announced acquisition of the Issuer that closed on May 16, 2024. The foregoing summary of the 2024 Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the 2024 Incremental Amendment, filed as Exhibit 10.10(o) to the Form 8-K filed by RBI and the Partnership on May 16, 2024, which is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Pursuant to the Merger Agreement, on May 16, 2024, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a subsidiary of RBI pursuant to the Merger. As a result of the Merger, the Carrols Common Stock has ceased to trade on the NASDAQ and became eligible for delisting from NASDAQ and termination of registration under the Securities Exchange Act of 1934. The Issuer has requested that NASDAQ file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 with the SEC to delist the Carrols Common Shares from NASDAQ. After the Form 25 becomes effective, the Issuer plans to file a Form 15 with the SEC to terminate the registration of the Carrols Common Shares under the Securities Exchange Act of 1934 and suspend its reporting obligations with the SEC.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are incorporated herein by reference. On May 16, 2024, RBI, Merger Sub and the Issuer consummated the Merger pursuant to the Merger Agreement, and the Issuer became a subsidiary of RBI. Immediately after the Effective Time of the Merger, Partnership, as the indirect parent of its indirect wholly-owned subsidiaries, indirectly beneficially owns 100% of the issued and outstanding capital stock of the Issuer. As the sole general partner of Partnership, RBI may be deemed to indirectly beneficially own the shares of capital stock of the Issuer directly beneficially owned by Partnership’s indirect wholly-owned subsidiaries. For the reasons described above, RBI may be deemed to indirectly possess sole voting and dispositive power over the issued and outstanding capital stock of the Issuer . (c) The information set forth in Items 3 and 4 above is incorporated herein by reference in its entirety. Except as described herein, no transactions in the Carrols Common Stock have been effected by the Reporting Persons during the 60 days prior to the date of this Statement. (d) As the general partner of Partnership, RBI indirectly has the sole right to receive or the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Carrols Common Stock described in paragraph (a) above. (e) Inapplicable.

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment is incorporated herein by reference. CUSIP No. 14574X104 SCHEDULE 13D/A Page 6 of 9

Materials to Be Filed as Exhibits

Item 7. Materials to Be Filed as Exhibits. Exhibit No. Description 7.1 Incremental Facility Amendment No. 6 and Amendment No. 9, dated as of May 16, 2024, to the Credit Agreement, dated October 27, 2014 (as amended), by and among 1011778 B.C. Unlimited Liability Company, as parent borrower, New Red Finance, Inc., as subsidiary borrower, Restaurant Brands International Limited Partnership, the other guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swing line lender, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.10(o) to the Form 8-K of the Registrant filed on May 16, 2024) CUSIP No. 14574X104 SCHEDULE 13D/A Page 7 of 9 ANNEX A 3G Restaurant Brands Holdings LP 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership, owns over 27.5% of the combined voting power of Restaurant Brands International Inc. through its ownership of an aggregate of 123,312,485 Partnership exchangeable units of Restaurant Brands International Limited Partnership, with voting rights in respect of the common shares of Restaurant Brands International Inc. on a one vote per exchangeable unit basis. The principal business of 3G Restaurant Brands Holdings LP is to act as an investment vehicle for its limited partners and its principal address and office is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York 10016. The general partner of 3G Restaurant Brands Holdings LP is 3G Restaurant Brands Holdings General Partner Ltd. 3G Restaurant Brands Holdings General Partner Ltd. 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company, is the general partner of 3G Restaurant Brands Holdings LP. The principal business of 3G Restaurant Brands Holdings General Partner Ltd. is to act as the general partner of 3G Restaurant Brands Holdings and its principal address and office is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of May 16, 2024 RESTAURANT BRANDS INTERNATIONAL INC. By: /s/ Jill Granat Name: Title: Jill Granat General Counsel and Secretary RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP By: /s/ Jill Granat Name: Title: Jill Granat General Counsel and Secretary

View Full Filing

View this SC 13D/A filing on SEC EDGAR